Item 8.01 Other Events.
On October 1 and 2, 2008, Greenfield Online, Inc., (the "Company") presented
certain employees of the Company and its subsidiaries with letters and
Frequently Asked Questions regarding (i) the sale of the Company's Comparison
Shopping Solutions ("CSS") business to Microsoft Corporation ("Microsoft"), and
(ii) the sale of the Company's Internet survey solutions business by Microsoft
to ZM Surveys LLC, an entity affiliated with ZM Capital, L.P. ("ZM Capital"), a
private equity investment partnership focused on entertainment and media
investments. A copy of the Letter to CSS Employees and the Frequently Asked
Questions in connection with the sale of the CSS business and the Letter to ISS
Employees and the Frequently Asked Questions in connection with the sale of the
ISS business are filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4,
respectively and are incorporated herein by reference.
IMPORTANT ADDITIONAL INFORMATION:
THE TENDER OFFER DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K HAS COMMENCED.
THIS ANNOUNCEMENT AND THE DESCRIPTION CONTAINED HEREIN IS NEITHER AN OFFER TO
PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF COMMON STOCK OF THE
COMPANY. MICROSOFT AND CRISP ACQUISITION CORPORATION (THE "OFFEROR"), A WHOLLY
OWNED SUBSIDIARY OF MICROSOFT HAVE FILED A TENDER OFFER STATEMENT ON SCHEDULE TO
CONTAINING AN OFFER TO PURCHASE, FORM OF LETTER OF TRANSMITTAL AND OTHER
DOCUMENTS RELATING TO THE TENDER OFFER, AND THE COMPANY HAS FILED A
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE
TENDER OFFER. MICROSOFT, THE OFFEROR AND THE COMPANY HAVE MAILED THESE DOCUMENTS
TO THE COMPANY'S SHAREHOLDERS. THE TENDER OFFER STATEMENT AND THE OTHER
DOCUMENTS RELATING TO THE TENDER OFFER CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER AND OUR SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY. THE TENDER
OFFER STATEMENT AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER IS BEING
MADE AVAILABLE TO OUR SHAREHOLDERS AT NO EXPENSE TO THEM. IN ADDITION, SUCH
DOCUMENTS (AND ALL OTHER DOCUMENTS FILED WITH THE SEC) ARE AVAILABLE AT NO
CHARGE AT WWW.GREENFIELD.COM AND ON THE SEC'S WEBSITE AT WWW.SEC.GOV.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in this Current Report on Form 8-K about our
expectation of future events or results constitute forward-looking statements.
You can identify forward-looking statements by terminology such as, "may,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or the negative of these terms or other
comparable terminology. These statements are not historical facts, but instead
represent only our beliefs regarding future events, many of which, by their
nature, are inherently uncertain and outside of our control. It is possible that
our actual results and financial condition may differ, possibly materially, from
our anticipated results and financial condition indicated in these
forward-looking statements. In addition, certain factors could affect the
outcome of the matters described in this Current Report on Form 8-K. These
factors include, but are not limited to, (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of the merger
agreement, (2) the outcome of any legal proceedings that may be instituted
against us or others following the announcement of the merger agreement, (3) the
inability to complete the merger due to the failure to satisfy other conditions
required to complete the merger, (4) risks that the proposed transaction
disrupts current plans and operations, and (5) the costs, fees and expenses
related to the merger. Additional information regarding risk factors and
uncertainties affecting the Company is detailed from time to time in the
Company's filings with the SEC, including, but not limited to, the Company's
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q,
available for viewing on the Company's website at www.greenfield.com. You are
urged to consider these factors carefully in evaluating the forward-looking
statements herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety by this
cautionary statement. The forward-looking statements made herein speak only as
of the date of this Current Report on 8-K and we undertake no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Letter to CSS Employees of Greenfield Online, Inc., dated October 1,
2008 (filed herewith).
99.2 Frequently Asked Questions to CSS Employees of Greenfield Online, Inc.,
dated October 1, 2008 (filed herewith).
99.3 Letter to ISS Employees of Greenfield Online, Inc., dated October 2,
2008 (filed herewith).
99.4 Frequently Asked Questions to ISS Employees of Greenfield Online, Inc.,
dated October 2, 2008 (filed herewith).
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